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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
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                                    FORM 8-K
                                 CURRENT REPORT
 
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 19, 1994
 
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                          KLA INSTRUMENTS CORPORATION
             (Exact name of registrant as specified in its charter)
 
                                                              
           DELAWARE                           0-9992                          04-256411
 (State or other jurisdiction        (Commission File Number)              (I.R.S. Employer
               of                                                        Identification No.)
incorporation or organization)
              160 RIO ROBLES, SAN JOSE, CA                                 95161
        (Address of principal executive offices)                        (Zip Code)
Registrant's telephone number, including area code: (408) 434-4200 (Former name, former address and former fiscal year, if changed since last report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THIS REPORT, INCLUDING EXHIBITS, CONSISTS OF 5 PAGES. THE EXHIBIT INDEX IS LOCATED ON PAGE 4. 2 ITEM 5. OTHER EVENTS On January 19, 1994, KLA Instruments Corporation ("KLA") announced in a press release its revenues and earnings per share for its second quarter ended December 31, 1993. A copy of the press release is attached hereto as Exhibit 1 and is incorporated herein by reference. ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- ----------------------------------------------------------------------------- 1 Press Release of KLA dated January 19, 1994 regarding its revenues and earnings per share for its second quarter ended December 31, 1993.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 18, 1994 KLA INSTRUMENTS CORPORATION By: ROBERT J. BOEHLKE Robert J. Boehlke, Vice President, Finance and Administration, and Chief Financial Officer 4 KLA INSTRUMENTS CORPORATION EXHIBIT INDEX TO FORM 8-K DATED JANUARY 19, 1994
SEQUENTIALLY NUMBERED EXHIBIT NO. DESCRIPTION PAGE - ------------ -------------------------------------------------------------------------------- 1 Press Release of KLA dated January 19, 1994 regarding its revenues 5 and earnings per share for its second quarter ended December 31, 1993.
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                                [KLA LETTERHEAD]
 
           KLA INSTRUMENTS ANNOUNCES SECOND QUARTER OPERATING RESULTS
 
     SAN JOSE, California, January 19, 1994 -- KLA Instruments Corporation today
reported second quarter sales of $57,087,000 and net income of $6,292,000,
compared with sales of $38,654,000 and net income of $1,369,000 for the second
quarter last year. Quarterly earnings per share were $0.30 this year compared
with $0.07 in the second quarter last year. For the previous quarter ended
September 30, 1993, the Company's sales, net income and EPS were $51,904,000,
$4,166,000 and $0.20 per share, respectively.
 
     New orders during the second quarter increased 40% from the first quarter,
setting a new quarterly record for the Company. As previously reported, the
book-to-bill ratio was higher than 1.3, reflecting broad strength in the
Company's businesses. The Company includes both systems and service in its
book-to-bill calculation.
 
     New orders were particularly strong in the Company's wafer inspection unit,
where demand for the 2100 series of in-line yield monitors reflected the
increasing number of fabrication facilities which employed multiple KLA systems.
The Company believes that, during the quarter, the number of fabs with multiple
systems installed or on-order increased from 18 to 25, and that certain of these
fabs increased the number of line monitors employed.
 
     The Company's metrology division set a new order record for the quarter and
the Company believes that it continued to increase its share of the optical
overlay market.
 
     KLA reported that all geographic areas were strong, with Japan and the U.S.
each accounting for about one-third of the total new orders. The Asia Pacific
and European regions accounted for the remaining one-third.
 
     Gross margins increased to 43% during the second quarter, up from 40% in
the first quarter. The improvement was primarily due to increased sales of the
Company's wafer inspection systems. As the Company ramped up production of the
2100 series, it achieved manufacturing efficiencies. Improved financial results
of the customer service division also contributed to the rise in gross margins.
 
     KLA Instruments Corporation is the world's leading manufacturer of yield
monitoring and process control systems for the semiconductor manufacturing
industry. KLA is a publicly held corporation traded on The Nasdaq National
Market under the symbol "KLAC."
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                          KLA INSTRUMENTS CORPORATION
 
                    SUMMARY CONSOLIDATED STATEMENT OF INCOME
 
THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------ -------------------- 1993 1992 1993 1992 ------- ------- -------- -------- (IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Net sales........................................... $57,087 $38,654 $108,991 $ 77,113 Cost and expenses: Cost of sales..................................... 32,417 25,054 63,578 50,535 Engineering, research and development............. 4,847 4,178 9,776 8,193 Selling, general and administrative............... 11,310 7,698 21,243 15,202 Restructuring recovery............................ -- (718) -- (718) ------- ------- -------- -------- 48,574 36,212 94,597 73,212 ------- ------- -------- -------- Income from operations.............................. 8,513 2,442 14,394 3,901 Interest income and other, net...................... 376 219 549 485 Interest expense.................................... (499) (838) (995) (1,801) ------- ------- -------- -------- Income from operations before income tax............ 8,390 1,823 13,948 2,585 Provision for income taxes.......................... 2,098 454 3,490 645 ------- ------- -------- -------- Net income.......................................... $ 6,292 $ 1,369 $ 10,458 $ 1,940 ------- ------- -------- -------- Net income per share................................ $ 0.30 $ 0.07 $ 0.50 $ 0.10 ------- ------- -------- -------- ------- ------- -------- -------- Weighted average common and equivalent shares outstanding....................................... 20,909 19,471 20,854 19,178 ------- ------- -------- -------- ------- ------- -------- --------
SUMMARY CONSOLIDATED BALANCE SHEET ASSETS
DECEMBER 31, JUNE 30, 1993 1993 ------------ --------- (IN THOUSANDS) Cash and marketable securities..................................... $ 47,106 $ 52,362 Accounts receivable................................................ 61,147 48,077 Inventory.......................................................... 44,511 42,489 Deferred income taxes.............................................. 3,917 3,917 Other current assets............................................... 6,146 4,724 Land, property and equipment....................................... 37,226 39,384 Other.............................................................. 6,901 8,136 ------------ --------- Total Assets............................................. $206,954 $ 199,089 ------------ --------- ------------ --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities................................................ $ 52,338 57,958 Deferred taxes..................................................... 7,081 7,081 Long term debt..................................................... 20,000 20,000 Shareholders' equity............................................... 127,535 114,050 ------------ --------- Total Liabilities and Shareholders' Equity............... $206,954 $ 199,089 ------------ --------- ------------ ---------